Mercer Group Limited. Mercer Group Limited INTERIM REPORT Six months ended 31 December For the half year ended 31 December 2017.

Transcription

1 Mercer Group Limited For the half year ended 31 December Mercer Group Limited INTERIM REPORT Six months ended 31 December Page 1 of 13

2 Mercer Group Limited For the half year ended 31 December Contents Condensed Group Statement of Comprehensive Income 3 Condensed Group Statement of Financial Position 4 Condensed Group Statement of Cash Flow 5 Group Statement of Movements in Equity 6 Notes to the Condensed Group Financial Statements 713 Page 2 of 13

3 Condensed Group Statement of Comprehensive Income For the half year ended 31 December Unaudited Unaudited Six Months to Six Months to December December 2016 Continuing Operations Revenue Sale of goods and contract revenue 16,383 7,878 Other income 18 Total income 16,383 7,896 Expenses Changes in inventories of finished goods and work in progress (9,123) (3,411) Salaries and wages (4,659) (4,352) Rental and operating leases (224) (132) Other expenses Depreciation (2,280) (190) (1,478) (216) Amortisation (29) Impairment of intangible assets Restructuring costs (475) Operations deficit before finance costs (94) (2,197) Finance costs (283) (382) Operations deficit after finance costs and before taxation Income tax credit (expense) (377) (2,579) (25) Operations deficit after finance costs and taxation (377) (2,604) Attributable to: Owners of the parent (377) (2,604) (377) (2,604) Other comprehensive (loss) income Items that may be subsequently charged or credited Currency translation differences Other comprehensive (loss) income net of tax Audited Twelve Months to June 26, ,856 (14,835) (9,636) (439) (3,747) (437) (22) (250) (1,421) (3,931) (723) (4,654) (2,308) (6,962) (6,946) (6,962) (13) (13) Total comprehensive loss (365) (2,590) (6,975) Attributable to: Owners of the parent (365) (2,590) Total Noncontrolling interest (365) (2,590) (6,975) (6,975) Basic earnings per share: Deficit per share attributable to shareholders of the company (cents) (0.58) (3.62) (16.96) Fully diluted earnings per share: Deficit per share attributable to shareholders of the company (cents) (0.58) (3.62) (16.96) The above Condensed Statement of Comprehensive Income should be read in conjunction with the accompanying notes. Page 3 of 13

4 Condensed Group Statement of Financial Position As at 31 December Notes Unaudited Unaudited Audited 31 December 31 December June ASSETS Current assets Cash and bank balances Accounts receivable Other debtors and prepayments 1,123 3,460 1, , ,750 1,229 Inventories 4,818 2,729 3,490 Total current assets 10,562 8,217 9,296 Non current assets Other debtors and prepayments 803 1, Property, plant and equipment 6,610 6,806 6,683 Intangible assets 4,867 5,150 4,685 Deferred tax asset 2,443 4,728 2,446 Investment in associate Total non current assets 14,739 17,817 14,646 Total assets 25,301 26,034 23,942 LIABILITIES Current liabilities Bank overdraft 1,412 1,030 1,064 Trade and other payables 3,953 4,239 4,595 Employee entitlements 905 1,238 1,091 Borrowings 838 3,591 1,309 Total current liabilities 7,108 10,098 8,059 Non current liabilities Borrowings 6,205 1,790 6,373 Total liabilities 13,313 11,888 14,432 Net assets 11,988 14,146 9,510 EQUITY Share capital Other reserves Retained earnings Total equity 44,365 3,081 (35,458) 11,988 41,874 2,980 (30,708) 14,146 41,522 3,069 (35,081) 9,510 The above Condensed Statement of Financial Position should be read in conjunction with the accompanying notes. Page 4 of 13

5 Condensed Group Statement of Movements in Equity For the half year ended 31 December Attributable to the owners of the Group Share based payments Foreign currency translatio Share Retaine d Asset revaluation Noncontrolling Total capital earnings reserve n reserve reserve Total interest equity $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 Balance at 1 July ,475 (28,119) 110 2,871 8,337 8,337 Foreign currency translation reserve movement Deficit for the half year (2,604) (2,604) (2,604) Total comprehensive income for the half year (2,604) 14 (2,590) (2,590) Value of employee 15 (15) services Issue of new shares 8,399 8,399 8,399 Unaudited Balance at 31 December ,874 (30,708) ,871 14,146 14,146 Balance at 1 July 41,522 (35,081) 211 (13) 2,871 9,510 9,510 Foreign currency translation reserve movement Deficit for the half year (377) (377) (377) Total comprehensive income for the half year (377) 12 (365) (365) Value of employee services Capital raising costs (121) (121) (121) Issue of new shares 2,964 2,964 2,964 Unaudited Balance at 31 December 44,365 (35,458) 211 (1) 2,871 11,988 11,988 The above Statement of Movements in Equity should be read in conjunction with the accompanying notes. Page 5 of 13

6 Condensed Group Statement of Cash Flow For the half year ended 31 December Unaudited Six Months to December Unaudited Six Months to December 2016 Audited Twelve Months to June Operating activities Deficit after tax (377) (2,604) Income tax recognised in Statement of Comprehensive Income 25 Finance costs Depreciation and amortisation Inventory provision 1 Provision (cost) for restructuring continuing operations 350 Share based payment Impairment of intangible assets Other noncash items 14 Changes in working capital (1,786) (622) Net cash outflow before finance costs (1,689) (2,210) Interest paid (283) (382) Net cash outflow by operating activities (1,972) (2,592) Investing activities Cash was provided (to) from : Purchase of property, plant and equipment (115) 18 Purchase of patents and development activities (181) (291) Proceeds from disposal of property, plant and equipment Purchase of Haden & Custance (2,250) Cash from Haden & Custance 1,679 Net cash from investing activities (296) (844) Financing activities Cash was provided from (to): New borrowings 1,500 Capital raising costs (121) Issue of new shares 2,964 8,399 Drawdown (repayment) of borrowings (639) (6,166) Net cash inflow from financing activities 2,204 3,733 Net (decrease) increase in cash held (64) 297 Cash (Overdraft) at beginning of the half year (237) (479) Effect of exchange rate changes 12 Cash (overdraft) at the end of the half year (289) (182) (6,962) 2, (618) (1,227) (3,983) (723) (4,706) (143) (58) 51 (1,500) 1, (72) 3,869 1,135 4, (479) (13) (237) The above Statement of Cash Flow should be read in conjunction with the accompanying notes. The Statement of Cash Flow is exclusive of GST. Page 6 of 13

7 Notes to the Condensed Group Financial Statements For the half year ended 31 December 1. General information Mercer Group Limited is a limited liability company which is incorporated and domiciled in New Zealand. The address of its registered office is 53 Lunns Rd, Sockburn, Christchurch. It is registered under the Companies Act 1993 and is an FMC reporting entity under the Financial Markets Conduct Act Mercer Group Limited is a public company registered under the Companies Act 1993 and is listed with the New Zealand Stock Exchange (NZX). The Group comprises Mercer Group Limited and its wholly owned subsidiaries. The core activities of Mercer Group are: Stainless Fabrication: This division includes workshops in Christchurch and New Plymouth operated by Mercer Stainless Limited. The primary business is the design and manufacture of proprietary equipment mainly for dairy and wine sectors. It has also operated the group's food processing and packaging brands. Haden & Custance: This division designs, manufactures, delivers and services automated robotic handling systems to a range of industries. The existing Aico, Beta Vac and Titan Slicer product ranges as well as H&Cs own solutions form this division. Mercer Technologies: The division manages the research and development of the Mercer Group. Currently focused on commercialising the SClave. The Group is designated as a profit oriented entity for financial reporting purposes. The financial statements have been approved for issue by the Board of Directors on 16 February Summary of significant accounting policies (a) Basis of preparation The principal accounting policies adopted in the preparation of the financial report are set out in the 30 June Annual Report. These policies have been consistently applied to all the periods presented, unless otherwise stated. The condensed consolidated interim financial information for the six months ended 31 December has been prepared in accordance with New Zealand equivalent to International Accounting Standards NZ IAS34 and IAS 34, "Interim Financial Reporting". The condensed consolidated interim financial information should be read in conjunction with the Annual Financial Statements for the year ended 30 June, which were prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP) and New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS). They also comply with International Financial Reporting standards (IFRS), and other applicable New Zealand Financial Reporting Standards, as appropriate for profitoriented entities. (b) Changes in accounting polices There have been no significant changes in accounting policies from those applied by the Group in the financial statements as at 30 June. Those accounting policies are set out in the Mercer Group Limited Annual Report. (c) New standards and amendments New standards and amendments to standards which are effective for the first time for the financial year beginning 1 July and which are relevant to the Group are set out in the Annual Report for the year ended 30 June. These amendments have not resulted in material accounting or disclosure changes for the Group. Standards and interpretations of relevance to the Group which were in issue but not yet effective and had not been early adopted are also set out in the Annual Report for the year ended 30 June. The Company has yet to determine the impact of these new standards. Page 7 of 13

8 Notes to the Condensed Group Financial Statements cont. For the half year ended 31 December 3. Segment information The Group is organised into the following reportable segments by product and services type: Stainless Fabrication: This division includes workshops in Christchurch and New Plymouth operated by Mercer Stainless Limited. The primary business is the design and manufacture of proprietary equipment mainly for dairy and wine sectors. It has also operated the groups food processing and packaging brands. Haden and Custance: This division designs, manufactures, delivers and services automated robotic handling systems to a range of industries. The existing Aico, Beta Vac and Titan Slicer product ranges as well as H&Cs own solutions form this division. Mercer Technologies: The division holds the Sclave technology which the group is commercialising. Corporate: This division includes Mercer Group Limited, the Parent Company and the head office activities within Mercer Stainless Limited. The segment result includes rental received from other segments in respect of properties owned and occupied by Mercer Stainless Limited. Goodwill previously included in Corporate has been allocated to the relevant reportable segment. The table below shows the sales revenue, earnings before interest, tax, depreciation, amortisation and impairments (EBITDA) and assets by segment. 31 December (Unaudited) Total sales of goods and contract Segment result (EBITDA) Segment revenue assets Stainless Fabrication 10,610 1,042 2,133 Haden & Custance 6,287 (618) 5,856 Mercer Technologies 6 (7) 3,940 Corporate (321) 13,372 Intersegment eliminations (520) Total sales, EBITDA, assets 16, ,301 Depreciation and amortisation (190) Provision for Restructure Finance costs (283) Income tax credit (charge) Total sales, deficit after tax, assets for continuing operations 16,383 (377) 25, December 2016 (Unaudited) Total sales of goods and contract revenue Segment (EBITDA) assets 7,842 (953) 10,147 2, (6) 2,220 (518) 11,229 7,878 (1,477) 26,034 (245) (475) (382) (25) 7,878 Segment result (2,604) 26,034 Properties, deferred tax balances and certain development assets in progress have been included in the Corporate segment. Transactions between segments are accounted for using the same accounting policies as set out in the June these financial statements. The intersegment eliminations are predominately sales between Stainless Fabrication and Haden & Custance. Page 8 of 13

9 Notes to the Condensed Group Financial Statements cont. For the half year ended 31 December 4. Contingent liabilities Unaudited Unaudited Audited 31 December 31 December June Guarantee to bankers for credit card facilities up to a limit of 99 Guarantees to bankers for bank guarantees issued to third 4,970 parties from which it is anticipated that no material liabilities will arise 5, ,970 5, ,970 5, Commitments Unaudited Unaudited Audited 31 December 31 December June Noncancellable sublease receivables Noncancellable Commitments for minimum lease payments in relation to noncancellable operating leases are receivable as follows Within one year Later than one year but not later than five years Later than five years Operating lease commitments Noncancellable Commitments for minimum lease payments in relation to noncancellable operating leases are payable as follows Within one year Later than one year but not later than five years 452 1, , ,133 Later than five years ,583 2,113 1,848 The Group leases premises, plant and equipment. Operating leases held over properties give the Group the right to renew the lease subject to a rental review by the lessor. There are no renewal options or options to purchase in respect of plant and equipment held under operating lease. 6. Dividends No dividend was paid or declared (: Nil). Page 9 of 13

10 Notes to the Condensed Group Financial Statements cont. For the half year ended 31 December 7. Related party transactions (a) Directors The names of persons who were directors of the company at any time during the half year are as follows: J F Dennehy, R Rookes and P Smart. (b) Key management personnel compensation Key management personnel compensation is set out below. The key management personnel are all the directors of the company and the executives with the greatest authority for the strategic direction and management of the company. Unaudited Six Months to December Unaudited Six Months to December 2016 Audited Twelve Months to June Short term benefits Long term benefits Share based payments Directors' fees Total ,020 (c) Equity instruments (i) Share options These options have replaced previous options mentioned in June Annual Financial Statements. In November, Mr J Dennehy, Director and Board Chair, was issued options as follows: a) to subscribe for 625,000 ordinary shares in the capital of the Company at an exercise price of $0.40 per share exercisable in August These options have replaced previous options mentioned in June Annual Financial Statements. In November, Mr R Rookes, CEO, was issued options as follows: a) to subscribe for 833,333 ordinary shares in the capital of the Company exercisable at $0.30 per share exercisable in August 2018; and b) to subscribe for 777,777 ordinary shares in the capital of the Company at an exercise price of $0.45 per share exercisable in August In November, Mr I McGregor, CFO, was issued options as follows: a) to subscribe for 166,667 ordinary shares in the capital of the Company exercisable at $0.30 per share exercisable in August 2018; and b) to subscribe for 111,111 ordinary shares in the capital of the Company at an exercise price of $0.45 per share exercisable in August (ii) Other shares The weighted average fair value of shares and options was determined based on an equity valuation of the business at the date these arrangements were entered into. The significant inputs into the model at the date of the share based arrangements were an assumed share price of 30c per share and risk free interest rate of 3.00%. For the share options volatility, was determined based on industry norms, of 30%. Share options are granted to selected employees. The option price increases the further forward dated the vesting date is. Options are exercisable only on the vesting date. Options are conditional on the employee being in service on the vesting date. The vesting date can be brought forward if agreed to by the Shareholders at a Special General Meeting. Page 10 of 13

11 Notes to the Condensed Group Financial Statements cont. For the half year ended 31 December Movements in the number of share options outstanding and their related weighted average exercise prices are as follows: Unaudited Unaudited Audited 31 December 31 December June Average Average Average exercise price exercise exercise in cents per price in price in share option cents per cents per At 1 July , , ,429 Expired 5.00 (14,429) (4,000) (4,000) Issued , , , ,429 Share options outstanding have the following expiry date and exercise prices: Grantdate Vesting expiry date Exercise price in cents per share option Shares Shares Shares ('000) ('000) ('000) 2016 November November November August 2018 August 2018 August , ,514 3,572 3,572 5,500 5,500 5,357 5,357 14,429 14,429 In November shareholders approved to replace those previously issue share options and outstanding at the 30 June. These were updated with a new series updated as above. (d) Balances owed (to) from associates and related parties Unaudited Unaudited Audited 31 December 31 December 30 June 2016 Advances owed from associates Gresham Finance payable for deferred consideration Gresham Finance loan balance (e) Terms and conditions of related party transactions (398) (750) (288) 641 (398) (306) Intellectual property is held by associates and recovered by way of a royalty on sales of the equipment concerned. The interest free advance to the associate is repayable by way of future royalty payments due from the sale of certain Titan Slicer equipment. $398,000 payable is owed to Gresham Finance Limited as part of a financing arrangement in which cash was received in advance for the deferred consideration for the sale of Interiors. The balance of this is expected to unwind by 2 February 2018 on final settlement of the deferred consideration. Gresham Finance Limited is related to Mercer through Humphry Rolleston who is a former director and major shareholder of Mercer. Humphry Rolleston is a director of Gresham Finance Limited and is the ultimate shareholder of Gresham Finance Limited. Page 11 of 13

12 Notes to the Condensed Group Financial Statements cont. For the half year ended 31 December 8. Earnings per share Basic and diluted Basic earnings per share are calculated by dividing the profit/(loss) attribute to equity holders of the Company by the weighted average number of ordinary shares in issue during year. Diluted earnings per share are calculated by dividing the profit/(loss) attributable to the equity holders of the Company by the weighted average number of ordinary shares in issue during the year adjusted to assume conversion of the dilutive potential of ordinary shares as a result of warrants on issue, and the exercise of share options where the weighted average market price of ordinary shares during the period exceeds the exercise price of the option/warrant. Unaudited Unaudited Audited 31 December 31 December June # of shares # of shares # of shares Weighted average number of Basic 64,520,706 57,595,206 40,282,847 Warrants Options 2,514,000 14,428, ,401 Equity based remuneration Total 67,034,706 72,023,778 41,038,248 Deficit attributable to the shareholders of the Company () (377) (2,604) (6,962) Basic earnings per share (0.56) cents (3.62) cents (16.96) cents Diluted earnings per share (0.56) cents (3.62) cents (16.96) cents Given the deficit in 2016 and the instruments above are antidilutive. Accordingly the number of shares used in the diluted earnings per share calculation reflects both the basic and diluted number of ordinary shares. On 9 January the company completed share a consolidation, for every 20 ordinary shares held by shareholders these were consolidated into 1 ordinary share. As a result the number of ordinary shares outstanding have been adjusted proportionately as if the share consolidation took place at the start of The Basic and Dilluted earnings per share for December 2016 have been adjusted to reflect the share consolidation. 9. Share Capital 31 December 31 December June 31 December 31 December June # of shares # of shares # of shares Issued and fully paid up capital 64,520,706 57,595,206 57,595,206 44,365 41,874 41,522 Balance at beginning of the year Shares issued during the year Capital raising costs Share consolidation 20:1 Balance at the end of the period 57,595, ,970, ,970,446 41,522 33,475 33,475 6,925, ,933, ,933,504 2,964 8,399 8,399 (121) (352) (1,094,308,744) (1,094,308,744) 64,520,706 57,595,206 57,595,206 44,365 41,874 41,522 Shares issued during the year were in cash. Part of the proceeds were used to repay the $3,500,000 Gresham Finance Limited loan and $280,000 for payment of the share issue underwriters fee. All ordinary shares are authorised and rank equally with one vote attached to each fully paid ordinary share. Shares have no par value. Page 12 of 13

13 Notes to the Consolidate Group Financial Statements cont. For the half year ended 31 December 10. Going Concern The Condensed Financial statements have been prepared using the going concern assumption. For the half year ended 31 December the Group recorded a net loss of $377,000. The group had renegotiated its banking facilities at 30 November with the new covenants becoming applicable on 30 November. With the banking facilities in place and forecast profit for the second half of the current financial year the Directors believe the going concern assumption remains valid.if the Group was unable to continue in operational existence, and pay debts as and when they became due and payable, adjustments would have to be made to reflect the situation that assets may need to be realised and liabilities extinguished, other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are currently recorded in the statement of financial position. Page 13 of 13